Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 4/16

Transcription

1 Case Doc 1 Filed 06/28/16 Entered 06/28/16 10:26:13 Desc Main Document Page 1 of 4 Fill in this information to identify your case: United States Bankruptcy Court for the: NORTHERN DISTRICT OF GEORGIA Case number (if known) Chapter 11 Check if this an amended filing Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 4/16 If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor's name and case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available. 1. Debtor's name AstroTurf, LLC 2. All other names debtor used in the last 8 years Include any assumed names, trade names and doing business as names FDBA General Sports Venue, LLC 3. Debtor's federal Employer Identification Number (EIN) Debtor's address Principal place of business Mailing address, if different from principal place of business 2860 Abutment Road Dalton, GA Number, Street, City, State & ZIP Code Whitfield County P.O. Box, Number, Street, City, State & ZIP Code Location of principal assets, if different from principal place of business Number, Street, City, State & ZIP Code 5. Debtor's website (URL) 6. Type of debtor Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP)) Partnership (excluding LLP) Other. Specify: Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1

2 Debtor AstroTurf, LLC Case number (if known) Name Case Doc 1 Filed 06/28/16 Entered 06/28/16 10:26:13 Desc Main Document Page 2 of 4 7. Describe debtor's business A. Check one: Health Care Business (as defined in 11 U.S.C. 101(27A)) Single Asset Real Estate (as defined in 11 U.S.C. 101(51B)) Railroad (as defined in 11 U.S.C. 101(44)) Stockbroker (as defined in 11 U.S.C. 101(53A)) Commodity Broker (as defined in 11 U.S.C. 101(6)) Clearing Bank (as defined in 11 U.S.C. 781(3)) None of the above B. Check all that apply Tax-exempt entity (as described in 26 U.S.C. 501) Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. 80a-3) Investment advisor (as defined in 15 U.S.C. 80b-2(a)(11)) C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See Under which chapter of the Bankruptcy Code is the debtor filing? Check one: Chapter 7 Chapter 9 Chapter 11. Check all that apply: Chapter 12 Debtor's aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,566,050 (amount subject to adjustment on 4/01/19 and every 3 years after that). The debtor is a small business debtor as defined in 11 U.S.C. 101(51D). If the debtor is a small business debtor, attach the most recent balance sheet, statement of operations, cash-flow statement, and federal income tax return or if all of these documents do not exist, follow the procedure in 11 U.S.C. 1116(1)(B). A plan is being filed with this petition. Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. 1126(b). The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and Exchange Commission according to 13 or 15(d) of the Securities Exchange Act of File the attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form. The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b Were prior bankruptcy cases filed by or against the debtor within the last 8 years? No. Yes. If more than 2 cases, attach a separate list. District When Case number District When Case number 10. Are any bankruptcy cases pending or being filed by a business partner or an affiliate of the debtor? No Yes. List all cases. If more than 1, attach a separate list Debtor Relationship District When Case number, if known Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2

3 Debtor AstroTurf, LLC Case number (if known) Name Case Doc 1 Filed 06/28/16 Entered 06/28/16 10:26:13 Desc Main Document Page 3 of Why is the case filed in this district? Check all that apply: Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other district. A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district. 12. Does the debtor own or have possession of any real property or personal property that needs immediate attention? No Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed. Why does the property need immediate attention? (Check all that apply.) It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety. What is the hazard? It needs to be physically secured or protected from the weather. It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options). Other Where is the property? Is the property insured? No Yes. Insurance agency Contact name Phone Number, Street, City, State & ZIP Code Statistical and administrative information 13. Debtor's estimation of available funds. Check one: Funds will be available for distribution to unsecured creditors. After any administrative expenses are paid, no funds will be available to unsecured creditors. 14. Estimated number of creditors ,000-5, ,000 10,001-25,000 25,001-50,000 50, ,000 More than100, Estimated Assets $0 - $50,000 $50,001 - $100,000 $100,001 - $500,000 $500,001 - $1 million $1,000,001 - $10 million $10,000,001 - $50 million $50,000,001 - $100 million $100,000,001 - $500 million $500,000,001 - $1 billion $1,000,000,001 - $10 billion $10,000,000,001 - $50 billion More than $50 billion 16. Estimated liabilities $0 - $50,000 $50,001 - $100,000 $100,001 - $500,000 $500,001 - $1 million $1,000,001 - $10 million $10,000,001 - $50 million $50,000,001 - $100 million $100,000,001 - $500 million $500,000,001 - $1 billion $1,000,000,001 - $10 billion $10,000,000,001 - $50 billion More than $50 billion Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3

4 Debtor AstroTurf, LLC Case number (if known) Name Case Doc 1 Filed 06/28/16 Entered 06/28/16 10:26:13 Desc Main Document Page 4 of 4 Request for Relief, Declaration, and Signatures WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. 152, 1341, 1519, and Declaration and signature of authorized representative of debtor The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition. I have been authorized to file this petition on behalf of the debtor. I have examined the information in this petition and have a reasonable belief that the information is trued and correct. I declare under penalty of perjury that the foregoing is true and correct. Executed on June 28, 2016 MM / DD / YYYY X /s/ Sean M. Harding Signature of authorized representative of debtor Sean M. Harding Printed name Title Chief Restructuring Officer 18. Signature of attorney X /s/ Paul K. Ferdinands Date June 28, 2016 Signature of attorney for debtor MM / DD / YYYY Paul K. Ferdinands Printed name King & Spalding LLP Firm name 1180 Peachtree Street NE Atlanta, GA Number, Street, City, State & ZIP Code Contact phone address pferdinands@kslaw.com GA Bar number and State Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4

5 Case Doc 1-1 Filed 06/28/16 Entered 06/28/16 10:26:13 Desc Written Consent Board of Managers Page 1 of 3 ASTROTURF, LLC WRITTEN CONSENT OF THE BOARD OF MANAGERS The undersigned, being the sole member of the Board of Managers of AstroTurf, LLC, a Michigan limited liability company (the Company ), does hereby, by signing this instrument: (i) consent to taking action on the following resolutions; (ii) indicate the undersigned s vote in favor of such resolutions; and (iii) direct that this consent be filed with the minutes of the proceedings of the Board of Managers of the Company. WHEREAS, the Board of Managers of the Company has reviewed and considered the Asset Purchase Agreement dated as of June 27, 2016 (the Purchase Agreement ) by and among the Company, APT Acquisition Construction Corp., a Georgia corporation (the Purchaser ), and APT Acquisition Corp., a Georgia corporation, pursuant to which the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, substantially all of the assets of the Company, and the Purchaser agrees to assume the Assumed Liabilities (as defined therein), subject to the terms and conditions set forth in the Purchase Agreement; WHEREAS, the Board of Managers has deemed it advisable and in the best interests of the Company and its stakeholders to adopt and approve the Purchase Agreement and to consummate the transactions contemplated thereby; WHEREAS, the Board of Managers of the Company has determined that it is in the best interests of the Company, its equityholders, its creditors, and other parties in interest for the Company to file a voluntary petition seeking relief pursuant to chapter 11 of title 11 of the United States Code (the Code ); NOW, THEREFORE, BE IT RESOLVED, that each of Sean Harding (Chief Restructuring Officer), W. Bryan Peeples (President), Heard Smith (Chief Operating Officer) and Robert Staten (Chief Financial Officer), in their capacities as duly appointed officers of the Company (each an Authorized Officer and together, the Authorized Officers ), is hereby authorized to execute and deliver the Purchase Agreement by and on behalf of the Company and to cause the Company to consummate the transactions contemplated thereby, and each such Authorized Officer is hereby authorized to negotiate, make, sign, execute, acknowledge, deliver and perform any and all such other instruments and agreements which he deems necessary, proper or desirable in connection therewith, including (without limitation) bills of sale, assignment instruments, non-competition and non-solicitation agreements, and escrow agreements, in each case, in such forms and with such changes, modifications or additions thereto as any Authorized Officer shall approve in his sole discretion (such approval to be conclusively evidenced by the execution of the Purchase Agreement); FURTHER RESOLVED, that in the judgment of the Board of Managers of the Company, it is desirable and in the best interests of the Company, its creditors, DMSLIBRARY01\ v9

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8 Case Doc 1-2 Filed 06/28/16 Entered 06/28/16 10:26:13 Desc List of 20 Largest Unsecured Creditors Page 1 of 3 Fill in this information to identify the case: Debtor name: AstroTurf, LLC United States Bankruptcy Court for the Northern District of Georgia Case number (if known): Check if this is an amended filing Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders 12/15 A list of creditors holding the 20 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. 101(31). Also, do not include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 20 largest unsecured claims. Name of creditor and complete mailing address, including zip code 1 Brock International 2840 Wilderness Place Boulder, CO Name, telephone number, and address of creditor contact Nature of the claim (for example, trade debts, bank loans, professional services, and government contracts) Indicate if claim is contingent, unliquidated, or disputed Amount of unsecured claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured Deduction for value of collateral or setoff Unsecured claim F: Trade Debt $587, Texas Sports Builders, Inc. 417 North Rudd Street Burleson, TX Liberty Tire Recycling PO Box Pittsburgh, PA Sports Contracting Group LLC Brecksville Road Brecksville, OH MAPEI Dept #4820 PO Box Chicago, IL E: ctruman@txbsports.com Trade Debt $299, F: Trade Debt $228, E: ngammalo@scgfields.com Trade Debt $114, E: usa.invoicing@mapei.com Trade Debt $96, Swank Sports LLC 168 Pavilion Drive Cedar Creek, TX E: kevin@swanksports.com; diana@swanksports.com Trade Debt $82, Genan, Inc. PO Box Houston, TX E: cp@genan.us Trade Debt $76, Armacell, LLC PO Box Charlotte, NC E: customer.service.us@armacell. com Trade Debt $69, Playing Surface Solutions, Inc S. Mosiertown Road Meadville, PA E: tyler@pssfields.com Trade Debt $68, Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims page 1

9 Debtor: AstroTurf, LLC Case Doc 1-2 Filed 06/28/16 Entered 06/28/16 10:26:13 Desc List of 20 Largest Unsecured Creditors Page 2 of 3 Case number (if known) Name of creditor and complete mailing address, including zip code 10 Target Technologies Inc. 203B Brighton Avenue Burnaby, BC V5A 3H4 Canada Name, telephone number, and address of creditor contact Nature of the claim (for example, trade debts, bank loans, professional services, and government contracts) Indicate if claim is contingent, unliquidated, or disputed Amount of unsecured claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured Deduction for value of collateral or setoff Unsecured claim F: Trade Debt $63, C & S Cpt. Logistics, Inc 220 Cross Plains Blvd. Dalton, GA E: candslisaburger@gmail.com Trade Debt $59, Asphalt, Fabric & Engineering, Inc 2683 Lime Avenue Signal Hill, CA E: jmcginnis@asphaltfabeng.com Trade Debt $27, Sport Install West, Inc Nd Avenue Se Renton, WA SEFL PO Box Columbia, SC E: info@sportinstallwest.com Trade Debt $24, E: batch@sefl.com Trade Debt $17, DRC Enterprises 1691 Parkway Street Muskegon, MI E: drc_enterprises@comcast.net Trade Debt $15, Sportsfield Specialties, Inc State Hwy 10 PO Box 231 Delhi, NY Trade Debt $14, Sports Construction Management 4509 South Hwy 150 Lexington, NC Rhode Island Hospital Research Finance One Hoppin Street Suite Box 42 Providence, RI Kintex Industries 102 Brownfield Dr Summerville, SC TPK, Inc Circle Drive Allison Park, PA E: drew.snider@scminc.net Trade Debt $14, T: Trade Debt $14, F: Trade Debt $11, E: tim@tpkinc.com Trade Debt $8, Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims page 2

10 Case Doc 1-2 Filed 06/28/16 Entered 06/28/16 10:26:13 Desc List of 20 Largest Unsecured Creditors Page 3 of 3 6/28/16 6:49AM Fill in this information to identify the case: Debtor name AstroTurf, LLC United States Bankruptcy Court for the: NORTHERN DISTRICT OF GEORGIA Case number (if known) Check if this is an amended filing Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15 An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual s position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. 152, 1341, 1519, and Declaration and signature I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representative of the debtor in this case. I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct: Schedule A/B: Assets Real and Personal Property (Official Form 206A/B) Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F) Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G) Schedule H: Codebtors (Official Form 206H) Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum) Amended Schedule Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders (Official Form 204) Other document that requires a declaration I declare under penalty of perjury that the foregoing is true and correct. Executed on X Signature of individual signing on behalf of debtor Sean M. Harding Printed name Chief Restructuring Officer Position or relationship to debtor Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors Software Copyright (c) Best Case, LLC - Best Case Bankruptcy

11 Case Doc 1-3 Filed 06/28/16 Entered 06/28/16 10:26:13 Desc Corporate Ownership Statement Page 1 of 1 United States Bankruptcy Court Northern District of Georgia In re AstroTurf, LLC Case No. Debtor(s) Chapter 11 CORPORATE OWNERSHIP STATEMENT (RULE ) Pursuant to Federal Rule of Bankruptcy Procedure and to enable the Judges to evaluate possible disqualification or recusal, the undersigned counsel for AstroTurf, LLC in the above captioned action, certifies that the following is a (are) corporation(s), other than the debtor or a governmental unit, that directly or indirectly own(s) 10% or more of any class of the corporation's(s') equity interests, or states that there are no entities to report under FRBP : Textile Management Associates Attn: Bryan Peeples 1906 South Hamilton Street Dalton, GA None [Check if applicable] June 28, 2016 Date /s/ Paul K. Ferdinands Paul K. Ferdinands Signature of Attorney or Litigant Counsel for AstroTurf, LLC King & Spalding LLP 1180 Peachtree Street NE Atlanta, GA Fax: pferdinands@kslaw.com Software Copyright (c) Best Case, LLC - Best Case Bankruptcy

12 Case Doc 1-4 Filed 06/28/16 Entered 06/28/16 10:26:13 Desc List of Equity Security Holders Page 1 of 1 United States Bankruptcy Court Northern District of Georgia In re AstroTurf, LLC Case No. Debtor(s) Chapter 11 LIST OF EQUITY SECURITY HOLDERS Following is the list of the Debtor's equity security holders which is prepared in accordance with rule 1007(a)(3) for filing in this Chapter 11 Case Name and last known address or place of business of holder G. Thomas Peeples 630 Craven Road Ringgold, GA Textile Management Associates Attn: Bryan Peeples 1906 South Hamilton Street Dalton, GA W. Bryan Peeples 630 Misty Meadows Ringgold, GA Security Class Number of Securities Kind of Interest N/A Membership Share N/A 3,072.3 Membership Share N/A Membership Share DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP I, the Chief Restructuring Officer of the corporation named as the debtor in this case, declare under penalty of perjury that I have read the foregoing List of Equity Security Holders and that it is true and correct to the best of my information and belief. Date June 28, 2016 Signature /s/ Sean M. Harding Sean M. Harding Penalty for making a false statement of concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both. 18 U.S.C. 152 and Sheet 1 of 1 in List of Equity Security Holders Software Copyright (c) Best Case, LLC - Best Case Bankruptcy